EXECUTIVE EMPLOYMENT
AGREEMENT
This AGREEMENT
(the “ Agreement ”), dated as of October 3, 2006,
by and between iMedia International, Inc., a California limited
liability company with principal executive offices at 1721
21 st
Street, Santa Monica, CA (the
“ Company ”), and Henry D. Williamson, residing in Los
Angeles County, California (the
“Executive”).
WHEREAS, the
Company desires to continue to employ the Chief Executive Office,
and the Executive desires to serve the Company in that capacity,
upon the terms and subject to the conditions contained in this
Agreement;
NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein
contained, the parties hereto hereby agree as follows:
1. Employment. (a) Duties and
Responsibilities. The Company shall employ the Executive and the
Executive accepts such employment as Chief Executive Officer of the
Company during the Employment Period. The Executive shall report to
and be subject to the direction of the Board of Directors and shall
perform such duties commensurate with his title and position as may
be assigned to him from time to time by the Board of Directors.
During the Employment Period, the Executive shall devote his full
time, energy, skill and attention to the businesses of the Company
and shall perform his duties in a diligent, trustworthy, loyal and
businesslike manner.
|
(b)
|
|
Acceptance. Executive hereby accepts
such employment and agrees to render the Duties and
Responsibilities.
|
|
(c)
|
|
Both parties agree that the original
September 20, 2005 employment agreement is terminated
concurrently with the signing of this employment agreement;
however, all stock options vested Executive within the
September 20, 2005 Agreement shall survive the termination of
said Agreement and be in addition to those stock options granted
pursuant to this Agreement.
|
2. Term.
(a) The Executive’s employment under this Agreement (the
“Term”) shall commence as of the Effective Date (as
hereinafter defined) and shall continue for a term of two
(2) years, unless sooner terminated pursuant to Section 8
of this Agreement. Notwithstanding anything to the contrary
contained herein, the provisions of this Agreement governing
protection of Confidential Information shall continue in effect as
specified in Section 5 hereof and survive the expiration or
termination hereof. The Term may be extended for one additional two
(2) year period upon mutual written consent of the Executive
and the Board.
3. Compensation. As full compensation for
the performance by the Executive of his duties under this
Agreement, the Company shall pay the Executive as
follows:
|
(a)
|
|
Base Salary. The Company shall pay
Executive a salary (the “Base Salary”) equal to Two
Hundred Forty-Eight Thousand Dollars ($248,000.00) per year.
Payment shall be made semi-monthly, on the middle and last day of
each calendar month.
|
(b) A one
time $50,000 expense reimbursement to be paid upon the signing of
the agreement.
|
(c)
|
|
Increase in compensation and Bonus.
The Executive shall be entitled to such increase in compensation or
bonuses as and when determined by the Board of
Directors.
|
|
(d)
|
|
Withholding. The Company shall
withhold all applicable federal, state and local taxes and social
security and such other amounts as may be required by law from all
amounts payable to the Executive under this
Section 3.
|
|
(e)
|
|
Stock Options. As additional
compensation for the services to be rendered by the Executive
pursuant to this Agreement, the Company shall grant the Executive
5-year stock options (“Stock Options”) to purchase
2,500,000 Stock Options of the outstanding Common Stock of the
Company. The Stock Options shall vest as follows: 500,000 stock
options upon the effective date of this agreement, 1,000,000 Stock
Options vest on each of the first and second anniversary dates of
this Agreement, subject in each case, to the provisions of
Section 8 below. Said Stock Options are in addition to and
exclusive from those vested by Executive in his role as President
of News Paper Syndication. The Stock Options shall have an exercise
price equal to the “Fair Market Value” as of October 3
2006. In connection with such grant, the Executive shall enter into
the Company’s standard stock option agreement which will
incorporate the foregoing vesting schedule and the Stock Option
related provisions contained in Section 8 below as well as
such other terms and conditions as the Board of Directors shall
determine in their sole discretion
|
|
(f)
|
|
Expenses. The Company shall
reimburse the Executive for all normal, usual and necessary
expenses incurred by the Executive in furtherance of the business
and affairs of the Company, including reasonable travel and
entertainment, upon timely receipt by the Company of appropriate
vouchers or other proof of the Executive’s expenditures and
otherwise in accordance with any expense reimbursement policy as
may from time to time be adopted by the Company.
|
|
(g)
|
|
Other Benefits. The Executive shall
be entitled all rights and benefits for which he shall be eligible
under any benefit or other plan (including, without limitation,
auto-allowance, dental, medical, medical reimbursement and hospital
plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called “fringe”
benefits) as the Company shall make available to its senior
executives from time to time.
|
|
(h)
|
|
Vacation. The Executive shall,
during the Term, be entitled to a vacation of four (4) weeks
per annum, in addition to holidays observed by the
Company.
|
|
(i)
|
|
Counsel of Choice. Executive shall
be entitled to consult, at any time, counsel of his choice,
currently Procter, McCarthy & Slaughter, LLP, regarding any
issues related to his or his familial investments or holdings, the
Chandler Family Trust or other related matters that may be impacted
by the Executive being the CEO of the Company or Executive’s
employment therewith. Company shall pay for all reasonable and
appropriate fees, within ten days of presentment of invoice for
services rendered by Executives counsel of choice, at the direction
of Executive. Executive acknowledges that this provision is not
intended to impact or supersede the working relationships with the
Company’s current and former general and Securities council
and the advice rendered thereof.
|
4. Confidential Information and
Inventions.
(a) The
Executive recognizes and acknowledges that in the course of his
duties he is likely to receive confidential or proprietary
information owned by the Company, its affiliates or third parties
with whom the Company or any such affiliates has an obligation of
confidentiality. Accordingly, during and after the Term, the
Executive agrees to keep confidential and not disclose or make
accessible to any other person or use for any other purpose other
than in connection with the fulfillment of his duties under this
Agreement, any Confidential and Proprietary Information (as defined
below) owned by, or received by or on behalf of, the Company or any
of its affiliates. “Confidential and Proprietary
Information” shall
2
include, but
shall not be limited to, confidential or proprietary scientific or
technical information, data, formulas and related concepts,
business plans (both current and under development), client lists,
promotion and marketing programs, trade secrets, or any other
confidential or proprietary business information relating to
development programs, costs, revenues, marketing, investments,
sales activities, promotions, credit and financial data,
manufacturing processes, financing methods, plans or the business
and affairs of the Company or of any affiliate or client of the
Company. The Executive expressly acknowledges the trade secret
status of the Confidential and Proprietary Information and that the
Confidential and Proprietary Information constitutes a protectable
business interest of the Company. The Executive agrees:
(i) not to use any such Confidential and Proprietary
Information for himself or others; and (ii) not to take any
Company material or reproductions (including but not limited to
writings, correspondence, notes, drafts, records, invoices,
technical and business policies, computer programs or disks)
thereof from the Company’s offices at any time during his
employment by the Company, except as required in the execution of
the Executive’s duties to the Company. The Executive agrees
to return immediately all Company material and reproductions
(including but not limited, to writings, correspondence, notes,
drafts, records, invoices, technical and business policies,
computer programs or disks) thereof in his possession to the
Company upon request and in any event immediately upon termination
of employment.
(b) Except
with prior written authorization by the Company, the Executive
agrees not to disclose or publish any of the Confidential and
Proprietary Information, or any confidential, scientific, technical
or business information of any other party to whom the Company or
any of its affiliates owes an obligation of confidence, at any time
during or after his employment with the Company.
(c) The
Executive agrees that all inventions, discoveries, improvements and
patentable or copyrightable works (“Inventions”)
initiated, conceived or made by him, either alone or in conjunction
with others, during the Term shall be the sole property of the
Company to the maximum extent permitted by applicable law and, to
the extent permitted by law, shall be “works made for
hire” as that term is defined in the United States Copyright
Act (17 U.S.C.A., Section 101). The Company shall be the sole
owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. The
Executive hereby assigns to the Company all right, title and
interest he may have or acquire in all such Inventions; provided,
however, that the Board of Directors of the Company shall waive the
Company’s rights pursuant to this Section 4(c) with respect
to any Invention that is not directly or indirectly related to the
Company’s business. The Executive further agrees to assist
the Company in every proper way (but at the Company’s
expense) to obtain and from time to time enforce patents,
copyrights or other rights on such Inventions in any and all
countries, and to that end the Executive will execute all documents
necessary:
(i) To
apply for, obtain and vest in the name of the Company alone (unless
the Company otherwise directs) letters patent, copyrights or other
analogous protection in any country throughout the world and when
so obtained or vested to renew and restore the same; and
(ii) to
defend any opposition proceedings in respect of such applications
and any opposition proceedings or petitions or applications for
revocation of such letters patent, copyright or other analogous
protection.
(d) The
Executive acknowledges that while performing the services under
this Agreement the Executive may locate, identify and/or evaluate
patented or patentable inventions having commercial potential in
the fields of media, internet, broadcasting, marketing, advertising
and other technologies and other fields which may be of potential
interest to the Company or one of its affiliates (the “Third
Party Inventions”). The Executive understands, acknowledges
and agrees that all rights to, interests in or opportunities
regarding, all Third-Party Inventions identified by the Company,
any of its affiliates or either of the
3
foregoing
persons’ officers, directors, employees (including the
Executive), agents or consultants during the Employment Term shall
be and remain the sole and exclusive property of the Company or
such affiliate and the Executive shall have no rights whatsoever to
such Third-Party Inventions and will not pursue for himself or for
others any transaction relating to the Third-Party Inventions which
is not on behalf of the Company.
(e) The
provisions of this Section 4 shall survive any termination of
this Agreement.
5. Non-Competition, Non-Solicitation and
Non-Disparagement.
(a) The
Executive understands and recognizes that his services to the
Company are special and unique and that in the course of performing
such services the Executive will have access to and knowledge of
Confidential and Proprietary Information (as defined in
Section 5) and the Executive agrees that, during the Term and
for a period of eighteen ( 18 ) months thereafter, so long as
Company pays Executive Three Hundred Seventy-Two Thousand Dollars
($372,000.00) in a lump sum, exclusive of salary, as consideration
for the period of non-competition, he shall not in any manner,
directly or indirectly, on behalf of himself or any person, firm,
partnership, joint venture, corporation or other business entity
(“Person”), enter into or engage in any business which
is engaged in any business directly or indirectly
competiti
|
